The “New Paradigm” is an emerging corporate governance framework that derives from the recognition by corporations, their CEOs, boards of directors, and leading investors that short-termism and attacks by short-term financial activists significantly impede long-term economic prosperity.

Activist agitation, proxy contests, and precatory proposals continue to be evident with activists seeing significant success. Activist success is due to a number of factors, with the most important being the support of activist campaigns by traditional long equity investors. These authors address how contemporary boards must evolve.

In modern M&A, virtually every public deal is subject to a lawsuit. Fortunately for boards and the companies they serve, recent Delaware court decisions have provided paths for securing more lenient forms of judicial transaction review.